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Mike,
As always, I really appreciate your help!
1. Do all resolutions in AGM must give 21 days notice whether they are ordinary, special or with special notice?
2. Is ‘appointing a new director’ done through ordinary resolution?
It’s the AGM that requires 21 days.
The notice requirement for the resolutions doesn’t change but, because the AGM requires 21 days, it’s expedient to give notice of the resolutions at the same time as the AGM notice is sent out
OK?
Appointment of new director – yes, always by ordinary resolution (eventually) Between AGMs the directors normally have the power to appoint new directors but those appointees must submit themselves for re-election at the next AGM
OK?
1. So it will ultimately be just ordinary resolution with special notice (28 days) that require any further notices if it is in AGM?
2. I am slightly confused about when they have to retire. I have read that all directors must retire at the end of the financial year but you have also mentioned in the online lecture about 1/3 rule. Which one do they follow?
Thank you
“So it will ultimately be just ordinary resolution with special notice (28 days) that require any further notices if it is in AGM?” – no, to appoint a new director requires only an ordinary resolution – special notice is not required
All directors must retire every year if it’s an FTSE 350 company
Otherwise, subject to anything contrary in the constitution, the 1/3 rule applies
OK?
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